MIRA INFORM REPORT

Report Date :

03.12.2012

IDENTIFICATION DETAILS

Name :	TVM SIGNALLING AND TRANSPORTATION SYSTEMS PRIVATE LIMITED
Registered Office :	610 "NARAYANA" 1^st Floor, 15th Cross, 100 Feet Road, 6^th Phase , J P Nagar, Bangalore – 560078, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	25.05.2009
Com. Reg. No.:	08-049929
Capital Investment / Paid-up Capital :	Rs. 2.500 Millions
CIN No.: [Company Identification No.]	U31903KA2009PTC049929
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is Carring on Business in the area of Railway Signalling -Design Services, Consultation, Man Power Supply and Supply of Signalling Materials.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 30000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The latest financial is missing from government department. However, from the previous year record company seem to having satisfactory track record. Performance capacity appears to good. Trade relations are reported to be fair. Business is active. Payments are unknown. The company can be considered for business dealing with some caution.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office :	610 "NARAYANA" 1^st Floor, 15^th Cross, 100 Feet Road, 6^th Phase , J P Nagar, Bangalore – 560078, Karnataka, India
Tel. No.:	91-80-26540781 / 82 / 83
Fax No.:	91-80-26540784
E-Mail :	finance@tsts.in
Website :	http://www.tsts.in

DIRECTORS

As on 29.09.2012

Name :

Mr. Arunachalam Venkatash

Designation :

Whole-time Director

Address :

AF1, (First Floor) Vinoth Voyage, 137, Perumbur High Road, Perumbur, Chennai - 600012, Tamilnadu, India

Date of Birth/Age :

22.07.1972

Date of Appointment :

01.01.2011

DIN No.:

01842091

Other Directorship

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U29200KA2007PTC055373	MCML TRAIN CONTROL TECHNOLOGIES PRIVATE LIMITED	Director	26-12-07	26-12-07	30-06-09	Active	NO
2	U31903KA2009PTC049929	TVM SIGNALLING AND TRANSPORTATION SYSTEMS PRIVATE LIMITED	Whole-time director	01-01-11	23-10-09	-	Active	NO

Name :

Mr. Petchimuthu Gopalakrishnan

Designation :

Chairman and Managing Director

Address :

Aishwarya A Gate , # 305, Block II, 13* Cross, Sarakki Village, I Phase, J P Nagar, Bangalore - 560078, Karnataka, India

Date of Birth/Age :

12.04.1968

Date of Appointment :

01.03.2010

DIN No.:

02634801

Name :

Mr. Amit Agarwal

Designation :

Director

Address :

18 B Mayfair Road, Ballygunge, Kolkata - 700019, West Bengal, India

Date of Birth/Age :

16.03.1083

Date of Appointment :

30.09.2011

DIN No.:

02257879

Other Directorship

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74999WB2008PTC126993	SHREE NARAYAN PLYWOOD AND VENEERS PRIVATE LIMITED	Director	22-07-08	22-07-08	-	Active	NO
2	U20296WB2011PTC156935	SHREE NARAYAN TIMBER COMPANY PRIVATE LIMITED	Director	10-01-11	10-01-11	-	Active	NO
3	U31903KA2009PTC049929	TVM SIGNALLING AND TRANSPORTATION SYSTEMS PRIVATE LIMITED	Director	30-09-11	11-05-11	-	Active	NO
4	U63031WB2006PLC110742	M R T SIGNALS LIMITED	Director	11-08-11	11-08-11	-	Active	NO

Name :

Mr. Parvathi Hunasikatti

Designation :

Director

Address :

13256, Middleton Farm Lane, Va 20171, Oak Hill, 3849, United States of America

Date of Birth/Age :

21.08.1956

Date of Appointment :

30.09.2011

DIN No.:

02940711

Name :

Mr. Balamurugan

Designation :

Whole-time Director

Address :

No 1939, 22nd Main, Sector 1 H S R Layout, Bangalore - 560102, Karnataka, India

Date of Birth/Age :

19.06.1969

Date of Appointment :

29.09.2012

DIN No.:

06377075

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2012

Names of Shareholders	No. of Shares
Petchimuthu Gopalakrishnan	87500
Arunachalam Venkatash	37500
Amit Agarval	37500
Parvathi Hunasikatti	37500
Sonv Sinha	12500
Swapna Lahiri	12500
R. Balamurugan	25000
Total	250000

As on 29.09.2012

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Directors or relatives of Directors	90.00
Other top fifty shareholders	10.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The Company is Carring on Business in the area of Railway Signalling -Design Services, Consultation, Man Power Supply and Supply of Signalling Materials.

GENERAL INFORMATION

Suppliers :

· Alitronix

· Ansaldo STS Transportation (in) Private Limited

· Ansaldo STS USA Inc.,

· Nakhoda Rail Systems SDN BHD

· B and B Electronics Limited

· Blue Cross Enterprises

· Krishn Electricals

· Micrologic Integrated System Private Limited

· Net Worth Systems

· PNA Electrical and Telecom

· Precision Racks Mfg. Company,

· Ritall India Private Limited

· Suman Electro Udyaog Private Limited

· TUV Electronics

· Value Point Systems Private Limited

· W.H.S.F.B

· D'Gipro Design Automotive Systems

· Concepts Electronics Private Limited

No. of Employees :

Not Available

Bankers :

State Bank of India, #20,Badaga Nadu Sangha Building, Girls High School, Seshadripuram, Kumara Park, Bangalore - 560020, Karnataka, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
From State Bank of India -CC Secured by Hypothecation of stocks and Book Debts)	5.018	0.000
Total	5.018	0.000
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Gopalakrishnan P	3.000	3.400
Amit Agarwai	1.875	2.100
Parcathi Hunsikatti	1.829	2.053
Venkatash A	0.825	1.050
Balasubramanian M	0.675	0.900
Sony Sinha	0.625	0.700
Swapna Lahiri	0.625	0.000
Gopalakrishnan P	0.755	0.305
Mahendra Anchalia	0.000	2.000
Total	10.209	12.508

Banking Relations :	--
Auditors :
Name :	Premnath Hegde and Company Chartered Accountants
Address :	No.65/2,Railway Parallel Road, Kumara Park (West), Bangalore – 560020, Karnataka, India
Tel. No.:	91-80-23461922 / 23310801
E-Mail :	heged@daatone.in
PAN.:	AANPH7918R

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		2.500	0.100
2] Share Application Money		0.000	0.900
3] Reserves & Surplus		5.015	0.832
4] (Accumulated Losses)		0.000	0.000
NETWORTH		7.515	1.832
LOAN FUNDS
1] Secured Loans		5.018	0.000
2] Unsecured Loans		10.209	12.508
TOTAL BORROWING		15.227	12.508
DEFERRED TAX LIABILITIES		0.539	0.250
TOTAL		23.281	14.590
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5.806	3.745
Capital work-in-progress		0.000	0.000
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1.008	3.001
	Sundry Debtors	45.074	6.695
	Cash & Bank Balances	0.120	2.960
	Other Current Assets	2.968	0.555
	Loans & Advances	1.594	0.690
Total Current Assets		50.764	13.901
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	18.649	0.303
	Other Current Liabilities	6.006	1.511
	Provisions	8.861	1.544
Total Current Liabilities		33.516	3.358
Net Current Assets		17.248	10.543
MISCELLANEOUS EXPENSES		0.227	0.302
TOTAL		23.281	14.590

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2011	31.03.2010
	SALES
		Income		95.262	16.205
		Other Income
		TOTAL		95.262	16.205
Less	EXPENSES
		Office Expenses
		Administrative Expenses		88.797	14.925
		Advertising Expenses
		TOTAL		88.797	14.925
	PROFIT BEFORE TAX			6.465	1.280
Less	TAX			2.282	0.448
	PROFIT AFTER TAX			4.183	0.832
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			0.832	0.000
	BALANCE CARRIED TO THE B/S			5.015	0.832
	EARNINGS IN FOREIGN CURRENCY			15.556	2.250
	Earnings Per Share (Rs.)			16.73	8.32

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010
PAT / Total Income	(%)	4.39	5.13
Return on Total Assets (PBT/Total Assets}	(%)	11.43	4.71
Return on Investment (ROI) (PBT/Networth)		0.86	0.45
Debt Equity Ratio (Total Liability/Networth)		6.49	8.66
Current Ratio (Current Asset/Current Liability)		1.51	4.14

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last two years	Yes
12]	Profitability for last two years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	No
17]	Major suppliers	Yes
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U31903KA2009PTC049929
Name of the company	TVM SIGNALLING AND TRANSPORTATION SYSTEMS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	# 610 " NARAYANA" 1^st Floor, 15th Cross, 100 feet Road, 6th Phase , J P Nagar, Bangalore – 560078, Karnataka, India finance@tsts.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10252859
Type of charge	· Book debts · Movable property (not being pledge) · Others (Receivables, Current Assets, Machineries, etc)
Particular of charge holder	State Bank of India, #20,Badaga Nadu Sangha Building, Girls High School, Seshadripuram, Kumara Park, Bangalore - 560020, Karnataka, India h.jsurya@gmail.com
Nature of instrument creating charge	Letter of arrangement
Date of instrument Creating the charge	18.05.2012
Amount secured by the charge	Rs.10.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest WC: Interest @ 6.75% above base rate which is presently 10.00% p.a, Present effective rate 16.75% p.a. Terms of Repayment Repayable on demand Margin Receivables : 25% Extent and Operation of the charge Charge extends by way of first charge on all the assets throughout the period of sanctioned limits.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Hypothecation of the whole of the present and future book debts, receivables and other current assets belonging to the company Hypothecation of unencumbered plant and machinery belonging to the company
Date of instrument modifying the charge	01.12.2010
Particulars of the present modification	Total limits remains unchanged at Rs.10.000 Millions. Earlier BG limit of Rs.5.000 Millions is cancelled and combined with CC Receivables Limit. All other terms, conditions and existing securities to continue.

AS PER WEBSITE

PROFILE

Subject provides innovative and cost-effective engineering solutions for Metro, Mono, Freight, Urban and Mainline transportation needs around the globe.

They can extend “Concept to Commissioning” solutions for Rail Transportation with expertise in Consultancy, Design, Supply, Execution, Support, Training, Operation and Maintenance to their customers. Subject brings together the entire gamut of products that assures passenger safety and enables passenger comfort through world class technologies in Signalling, Communication, Software and Hardware systems.

The senior executives of the company represents more than 150 years of combined Railway experience in India and global market. Altogether, there are four components of a full-service infrastructure business that can be combined in any permutation to provide integrated capability to a client.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.54.53
UK Pound	1	Rs.87.48
Euro	1	Rs.70.89

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.